Gongmen City: Shifu's Arrival
by FyreDragon5
Summary: -Did anyone wonder how Shifu arrived at Gongmen City so quickly?  How did he react to the oppressed citizens?  And how did he convince Ox and Croc to join him against Lord Shen?  CONTAINS SPOILERS FOR THE MOVIE!  READ AT YOUR OWN RISK!
1. Chapter 1: The Kindly Stranger

**Author's Note: **I do not own KUNG FU PANDA or any of its characters in any way; that credit goes to the people at Dream Works.

-This is my version of what Shifu was doing before his arrival during the final battle at the end of Kung Fu Panda 2. There wasn't enough of him in the movie sadly, so I thought I would give him a moment to shine.

*Edit—I wrote this story _before_ "Secrets of the Masters" was released on home media. Just ignore any continuity issues that may occur within this fic. When I first wrote this, I went along with the original origin stories for Ox, Croc, and Rhino found on the KFP Wiki site. If you look there, you can find them as well.*

**Chapter 1: The Kindly Stranger**

The small cloaked figure strode down the deserted street with an uneven gait in his step. His shadow stretched far ahead of him as sunset was nearly upon the city. There was hardly a sound to be heard except for the sounds of his foot falls and the hollow tones his staff gave off each time it came in contact with the paved stone beneath his feet. Any eyes that looked upon him from behind closed blinds couldn't see much of him. His face was mostly covered by the rice hat that sat atop his head while his jade green traveling cloak covered his body. The only part of him that could be seen was his large fluffy white tail that stuck out from beneath his cloak. It had brownish red rings around it and was about the same size as his furry head.

He lifted a hand to scratch just behind his left ear. He didn't normally like wearing a hat. Mostly because of the fact that it pressed his rather large ears flat against his skull uncomfortably. However he found it necessary to wear so that no one would recognize him. He had quite a reputation throughout all of China as he was the Grand Master of the Jade Palace. He hadn't been in Gongmen City for many decades. He had still been a young man training under Grand Master Oogway when he had come here for the fireworks festival. The city had been filled with so much life and laughter and Shifu found its current state of silence and stillness to be very disturbing.

He knew that the recent death of Master Thundering Rhino, and the complete takeover of the city by Lord Shen would take a toll on the citizens of Gongmen; but it didn't seem as if these recent events would cause a deathly silence to befall the entire City. And it worried him. He adjusted his hold on his staff nervously, which was a feeling he hadn't felt in many years.

Dread washed over the elderly red panda as he recalled his sudden collapse in the Dragon Grotto. Something terrible had happened, but what? He knew that he would be nowhere near the same enlightenment as Master Oogway had been for quite a few more years, but something had alerted him with such force that he had nearly passed out from shock! But one thing was for certain, his students were in danger. That much he was able to sense before making the trip himself to Gongmen City.

Shifu hadn't seen fur, scale, feather, or antenna of any of his students since they had bravely traveled to the city to bring Lord Shen to justice for his crimes. Did something go wrong? Where were they now? Were they injured? Or worse? The moment he had sensed danger he had made the trip from the Valley of Peace as quickly as he could, even with his bad leg. What would have been a maximum of three days of travel was only one for the old master. He hadn't stopped for anything, for he was determined to find his students; his children.

Even now that he had arrived at Gongmen, he was still working off of the adrenaline burst he had had as he was traveling across the countryside with the speed and strength he had not demonstrated in many decades. Not since before the time he had found a tiny snow leopard cub on the steps of the Jade Palace gates.

He continued his way down the abandoned road when his gifted hearing began to kick in. He could hear muffled cries from not too far away and continued forward to investigate. After turning a corner he caught sight of two wolves terrorizing a mother bunny and her two children.

"P-please," the mother stammered, "my cousin was sick and we needed to take care of her!"

"No excuses!" The larger of the two wolves shouted at her, backing her and the two children into a wall while the smaller wolf twirled a sharp spear skillfully in his paws behind his partner.

"We only live just down the road, we weren't causing trouble-"

"No one out after curfew! No exceptions!" The wolf howled at her. Despite her quavering body the mother had stretched her tiny arms as far as she could around her children in an attempt to shield them from the ravenous wolves. "It costs ten Yuan for anyone caught out in the streets after curfew! And since I count three of you that's gonna triple the price!" He then held out his open paw in front of the terrified mother. Her children stood sobbing behind her, clinging to the ends of her sleeves.

"B-but, I don't have thirty Yuan!" The mother pleaded to the larger wolf. He growled at her, baring his teeth. The smaller wolf advanced on the frightened bunnies with his spear. Its sharp tip came dangerously close to the mother's throat.

"You'll pay; one way or another."

The Kung Fu Master couldn't wait any longer and he tapped the larger wolf's shoulder from behind with his staff. The wolf turned on the spot and growled while the smaller wolf directed his weapon at the red panda.

"Is there a problem here?" He asked simply.

The Larger wolf eyed the cloaked figure with both confusion and rage. Even in his traveling attire the wolf knew that this man was not from around here. From what he could make out he looked like a scrawny old rat with an unusually large, fluffy ringed tail. The wolf then caught sight of the traveler's staff and greedily eyed the golden clasp that held the two halves of the oddly shaped stick together.

"This is none of your business old man! I'm feeling a bit gracious today, so if you hand over that staff of yours I might let you off easy!"

The wolf with the spear advanced on the elderly stranger. The red panda lifted his hat slightly so that his steel blue eyes made contact with the wolf's brown eyes. The wolf froze for a moment as those eyes bore into him. The stranger didn't look like much at a first glance, but those eyes made him look deadly. The wolf recoiled a bit and took a step away from the cloaked figure.

"What's wrong with you, you idiot?" The Larger of the two came up behind his partner and thwacked him on the backside of his head. "Snap out of it and grab his staff!"

The smaller wolf growled, rubbing his sore skull and returned his gaze back at the small figure before him. Hardening his resolve he pointed his spear again at the red panda. "Pay up!"

Shifu lowered his head and grasped his staff with both hands, "You want payment?" He asked calmly, and the wolf nodded stupidly in response. "Very well."

Before either wolf could blink, the old man shot forward with lightning speed. He knocked the spear from the wolf's hand with his staff and brought the larger wolf down by swinging it under his legs, causing the wolf to land flat on his tail. Shifu then charged at the smaller wolf and jumped up to his face delivering a volley of swift kicks to his muzzle. The wolf was down in a matter of seconds after the red panda had delivered a few nerve strikes that immobilized him instantly.

The Kung Fu Master then did a backflip through the air, landing on the larger wolf's shoulders. He pinched a nerve in the canine's neck and jumped off as the wolf toppled forward onto his face, unconscious. The victor stood over his fallen opponents with a final twirl of his staff before he planted it firmly on the ground next to him. He stepped over the larger wolf to where the mother bunny and her two frightened children were still huddled together.

"Are you alright?" He asked while offering his hand to help them up. The mother bunny was hesitant at first as she gazed up at their rescuer. Only moments before he had been a fury of deadly precision with eyes of rage; but now those same eyes were filled with caring compassion. He gave her a kind smile as if to say that it was safe to take his hand. She reached out and gratefully accepted the offer. Shifu helped her to her feet while her children followed suit, all the while not taking their eyes from him.

"Who are—how did you?" The mother stammered as she continued to stare at the kind stranger.

"THAT WAS AWESOME!" The little boy suddenly piped up. "The way you gave that guy a million kicks to the face, and tripped that other guy, and-" the boy continued his stream of praises, adding little kicks and punches at invisible enemies, trying to mimic the stranger. Shifu chuckled to himself as he remembered Po's similar enthusiasm towards any extraordinary feat that he or the Furious Five performed.

"Are you a Kung Fu Warrior?" The little girl asked in a tiny but astonished voice as she peeked from behind her mother's sleeve.

Shifu smiled at the child, "You could say that." But he wasn't about to tell these people who he was. He had a nagging feeling at the back of his mind that the little boy would geek out on him and ask him for his autograph.

"You shouldn't be here!" The mother said frantically, "Kung Fu is forbidden in the city, and if Lord Shen found out you were here-"

Shifu raised his hand, stopping her mid-sentence, "You need not worry ma'am; I am quite capable of defending myself if trouble should arise."

"No, you don't understand," she paused before continuing, "Lord Shen has bested every Kung Fu Warrior that has come against him! Not even the Dragon Warrior or the Furious Five could defeat him!"

"Wait, what?" He asked, surprise crossing his face as his blue eyes widened, "Where are they? What has happened to them?" Shifu tried not to sound panicked but there was a slight edge in the tone of his voice that he could not hide, and his heart was rapidly beating against his ribs.

"I'm sorry, I do not know all of the details; but my husband works near the factory where it happened. He might be able to tell you more."

_Where what happened?_ Shifu asked himself. The red panda took a moment to slow his breathing and to calm himself. He looked the mother in the eye, "If I escort you home, may I have a word with your husband on the issue?"

The bunny's face brightened a bit. She seemed very happy at the idea that a Kung Fu Warrior would ensure not only her own safety, but that also of her children. "Yes, of course!" She exclaimed. She then took each of her children by the paw, "This way." The three bunnies traveled paw in paw down the street while the elderly red panda followed close behind.

**Author's Note:** This is my VERY FIRST fan fiction so please go easy on me. I am open for suggestions and I welcome your feedback! More chapters will come!


	2. Chapter 2: The Worst Day

**Author's Note:** I do not own KUNG FU PANDA or any of its characters in any way, that credit goes to Dream Works. Xiao, Ying, and family belong to me so no stealing! This chapter contains MAJOR SPOILERS for the movie, do not read if you haven't seen the film.

**Chapter 2: The Worst Day**

It did not take long for the three bunnies and the Kung Fu Warrior to make their way to a small cottage near the outskirts of the city. The house and the similar ones close by weren't as extravagant as the larger buildings within the heart of Gongmen, but the word Shifu thought of once he saw the simple home was 'cozy.' There were small potted vegetables in the window and a tiny peach tree sapling in the front of the house. Shifu smiled once he caught sight of tiny blossoms beginning to bud.

They hadn't even made it to the front door when it burst open and the father bunny raced from the house, embracing his wife and two children.

"Oh thank goodness you three are alright!" He cupped his wife's face between his paws staring frantically in her eyes, "Once I got home from work, I couldn't find you anywhere! And I couldn't search for you because of Shen's forces patrolling the streets!" The two children had stretched their tiny arms as far as they could around their father's middle, and he knelt down to their level kissing each of them on their small furry heads. "I thought the worst had happened." He finally gasped with tears beginning to build up from his eyes.

"It's alright Xiao," the mother bunny assured her husband, "this kind man helped us and brought us safely home!" She gestured towards Shifu with her paw. He raised his rice hat ever so slightly so as not to intimidate the father bunny. Not too much that is.

The father bunny, Xiao as his wife had called him, stood up and bowed to the elderly red panda. "I thank you for bringing my beloved Ying and my children safely back to me. I am eternally in your debt!"

Shifu smiled and bowed back to Xiao. He was about to respond when the small boy quickly said, "Baba! He is a Kung Fu Warrior! He beat up the wolves! It was so cool!"

The old master suddenly shot forward placing a finger over the boy's mouth, silencing him. He could hear something rather large making its way towards them. It took a moment longer for the bunny family to pick up on it as well and Shifu quietly urged the four of them inside the tiny cottage. He managed to close the door behind him just as the intruder turned the corner. Five pairs of eyes watched in silence as a massive gorilla stomped his way towards the house.

He stopped, literally feet away from the front door, turning his head from side to side. He seemed to be looking for something, and Shifu could only guess that the little bunny's voice had alerted him to their presence. Behind the gorilla, a wolf suddenly appeared.

"Come on, we need to go or we'll be late!"

"I thought I heard something." The gorilla replied. He began to scan the windows of the nearby houses and Shifu and the bunnies had to duck down so they couldn't be seen. The Grand Master could hear the gorilla approach the small cottage and he tightened his grip on his staff.

"Forget about it!" The wolf protested, "If we don't get to the boats on time, Lord Shen will have both our hides!"

Shifu could practically smell the foul breath of the gorilla as he peeked in through one of the open windows above his head. There was no way a fight could start here, that much Shifu knew. There were innocent people here and the gorilla would be more than capable of turning this simple home into a pile of rubble. The red panda knew he could take on the huge ape, but not with the risk of others getting hurt in the process.

He suddenly became aware of a tiny something holding onto him tightly. Shifu looked down to see that the little bunny girl was trembling in fear next to him. Her tiny fingers were clinging to his robe as if her life depended on it, and she gave a small whimper as she saw the silhouette of the gorilla's head blocking the light that filtered into the house. His shadow was only inches from their feet.

Shifu placed a comforting hand on the girl's head and patted it softly. She looked up at him with eyes as big as dumplings. He gave her a small smile_. Don't worry, everything is going to be alright_, he was trying to tell her. The Kung Fu Warrior was astounded at the little girl's trust in him considering they had only just met ten minutes previous. How could this child have so much trust in a complete stranger?

He then remembered something that Master Oogway had told him long ago, _"Children are the embodiment of the world's innocence. They are the first to accept, the first to forgive, and the first to forget."_ How right Oogway had been, and here was the proof clinging to Shifu's sleeve.

"Come on you flea-bitten ape!" The wolf finally shouted at the gorilla, "We gotta go!"

Shifu held his breath as the silence dragged on. He brought the little girl into a tight hug to keep her from shouting out in fear. Finally the ape gave a snort and his silhouette disappeared from the light of the window. Shifu listened intently as the sounds of their footsteps grew dimmer and dimmer while they continued their way down the road. It was only after the silence had returned to the street when he gave the family a nod of his head, signaling that it was safe.

Xiao rubbed the ridges of his eyes while Ying's paw was clutching the robes on her chest. Both parents were breathing heavily along with the boy who gave out a relieved breath that he had obviously been holding in this whole time. Shifu attempted to stand but found the girl still holding onto him. "There, there," he said patting her head again, "the danger is past us."

She loosened her grip on his robe, but still held on as he stood up. It was only after her mother had called her over when the girl finally released her hold on Shifu and jumped into her mother's arms. The red panda looked out the window in the direction the ape and the wolf had gone. His eyes narrowed and he had a slight frown on his troubled face. He turned in Xiao's direction. "Do you know where they're going?" He asked.

Xiao nodded and turned to his wife, "I think it is time for the children to go to bed." Translation: The adults need to have a talk. Ying nodded and pulled her children towards a back room. However before she closed the door behind her, she turned towards Shifu and gave him a respectful bow of gratitude. He returned the gesture by punching his fist into his open palm and bowing to the young mother. She smiled and left the room, sliding the door closed behind her.

Xiao walked up and stood next to the Kung Fu Master and Shifu followed his gaze out the window and down the street. "There have been rumors going about the city that Lord Shen is amassing a whole arsenal of his weapons at the river. No one is certain why, but I know that it can't be good."

Shifu nodded his head in response then turned to face the bunny, "Your wife spoke to me of the warriors from the Valley of Peace."

"The Dragon Warrior and the Furious Five?"

"Yes," Shifu paused, "I've been looking for them, and your wife told me that you might know where they are."

"Well, I'm not the best informed on the subject, I've only heard rumors." Xiao replied.

"Then please, tell me what you've heard." Shifu said almost pleading as he turned his whole body in the direction of the bunny. Xiao's ears drooped slightly, and he averted his eyes from Shifu as if contemplating on how he should continue.

Shifu could feel his own heart beat quickening. Was it that bad? What had happened to his students? Did Shen do something to them? And where were they now? He tightened his grip on his staff as Xiao began to speak.

"Well, I know that yesterday they were captured by Shen's wolves and taken to the Tower of Sacred Flame. They managed to escape custody but Shen tried to stop them by destroying the building when they were still inside."

Shifu raised an eyebrow, "He destroyed the tower? How?"

"See for yourself." Xiao pointed his finger out the window and the Grand Master suddenly realized that the jewel of Gongmen City was no longer there. "The Dragon Warrior and the Furious Five managed to escape before it collapsed; Shen used his weapons to destroy its supporting structure at the base, and it toppled over like a fallen tree!" Xiao exclaimed.

"And where are they now?" Shifu asked, turning towards the bunny.

"Well, uh-" he hesitated.

"Xiao?" Shifu addressed the bunny with concern. It took a moment for Xiao to compose himself before he continued.

"I heard it from a group of wolves as I was making my way to work this morning, they were laughing and bragging about it to anyone who passed their way." He paused, and Shifu prepared himself for the news, "The Dragon Warrior and the Furious Five attempted to thwart Shen's war efforts by destroying the factory where he builds those horrid machines. Something went wrong in their plan, and the Five were captured. They are still in Shen's custody."

"And the Dragon Warrior, he was captured as well?" Shifu asked.

Xiao's ears flopped again and the look of sadness crossed his face, "I don't know how I can tell you-"

"Xiao what happened to Po? Tell me what happened to Po!" Shifu tried not to shout, but he couldn't contain his concern that was now on the edge of panic. And he was not prepared for the next five words that came from Xiao's mouth.

"The Dragon Warrior was…killed."

Shifu's heart skipped a beat, his staff dropped from his grip, and it clattered to the floor. It was lucky for Shifu that the small kitchen table was standing nearby; otherwise he would have collapsed from shock! He leaned against the table to support himself against the gravity of the terrible news that Xiao had just revealed to him. Po? Dead? It didn't seem possible, but at the same time, Shifu knew that Xiao was telling the truth.

The Grand Master stood leaning against the table, his hands clenching the table cloth tightly in his fists. His arms were shaking violently as if he were bearing the weight of all of China on his shoulders, threatening to crush the life out of him. Only now did Shifu finally realize what it was that had caused him to travel to the city; he only wished he had made the trip sooner.

It had been Po who had rescued Shifu from his quiet seclusion from the rest of his students. Po, who had defied all odds against him to become the Dragon Warrior. Po, who had brought safety to the Valley of Peace by defeating Tai Lung. Po, who had had the greatest affect upon not only Shifu's life but that also of the Furious Five. No longer were his relations with his students confined to strict training and hardly a word of assurance. No longer was he the same strict, distant mentor he had been before Po had arrived at the Jade Palace.

Shifu had learned from the panda to finally let go of his past regrets with Tai Lung, and to form stronger bonds with those of his other students; particularly with his adopted daughter Tigress. Po had brought a new breath of life to the Jade Palace since his arrival. There was more laughter and stronger friendship between the Dragon Warrior and the Furious Five; and Shifu took greater care to praise his students for their accomplishments instead of scolding them for their failures.

Shifu recalled how much he had _hated_ the panda when he had first arrived. He felt cheated, again, that his prized student was not destined to bear the title of Dragon Warrior. Instead it had been given to a fat, blubbering, fan-boy who had dropped out of nowhere; literally. However throughout the following week after Oogway's passing, Shifu had come to admire the Panda's enthusiasm and determination. It didn't matter how many times Po was punched, kicked, or thrown down the stairs; he had always bounced back to take the next hit.

Po had been full of so much caring compassion, and had an unyielding love and loyalty to his friends and family. Shifu had seen that despite appearances, Po was capable of so much more. He had so much to accomplish, he had so much potential. And now it had been cut short by Shen.

The Kung Fu Master then wondered to himself what more he could have done, what more he could have taught Po to prepare himself against the murderous peacock. How foolish he had been to think that Po was ready for a mission like this. He had never left the Valley of Peace, nor had he ever been involved with a situation as dire as this. Shifu knew the Five were quite capable of completing the task, and he had hoped that they would be able to guide Po through his first mission with their previous experience. But even they had been beaten by Shen.

Shifu then recalled what he had told Po while teaching him the concept of inner peace in the Dragon Grotto. He had relayed to the panda about the worst day he had ever experienced in his life: the day Po had been chosen as Dragon Warrior. _Why did I tell him that? Was I just rambling?_ Shifu scolded himself. He had told Po that it had been the worst, most painful, mind-destroying, horrible moment he had ever endured. But now that Shifu thought about it, he realized that it was no longer true. Po had been like a second son to him, especially after the loss of Tai Lung. And now he had been taken away from him, and that was more painful than Shifu could almost bear.

He flinched as a paw placed itself on his shoulder and he realized that Xiao was still standing next to him. He did not look at the bunny but kept his hat low over his face so that Xiao would not see the fresh tears threatening to escape from his eyes. "It pains me that you had to learn about it this way." Xiao said in a voice filled with pity. "You knew him?"

It took a moment for Shifu to give a small nod, "Yes…I knew him." He almost didn't have the strength to speak. He closed his eyes and a single tear ran down the fur on his cheek. He suddenly became tense and rigid as he imagined the rest of his students still being held captive by Shen. He couldn't even imagine the horrors they were going through at that very moment, he had to find them! And he was going to make Shen regret he had ever been born!

Shifu took a few deep breaths and stood silent for a moment to compose himself before he finally faced Xiao. "You say that the Five are in Shen's custody. Do you know where they're being held?"

Xiao shook his head, "Unfortunately I do not. But if I were to make a guess, I would say that they were taken to Gongmen Jail. I know for a fact that they had attempted to free Master Storming Ox and Master Croc from the jail just yesterday afternoon; but they were unsuccessful."

Shifu took a moment to think of a plan. If the Five were there he would free them, and together they would face Lord Shen. But if they were not there, then Masters' Ox and Croc would be his best chance at finding where Shen had imprisoned his students. He reached down and retrieved his staff from the ground, placing it firmly beside him. He turned to face Xiao again, "I thank you for help…I needed to know." He paused. "Shen _will_ be brought to justice, and Gongmen will be liberated!" He started for the door and was about to leave when Xiao spoke.

"Please kind stranger, you have saved my family twice now, and you plan on facing Lord Shen, his army of wolves and gorillas, _and_ his weapons!" The bunny exclaimed. "May I at least have the honor of knowing who you are?"

Shifu opened the door but paused before closing it behind him. He turned his head slightly but did not meet the bunny's gaze, "I am Shifu." He closed the door behind him before seeing the bunny's reaction to this revelation.

Xiao watched the red panda disappear around the corner, his eyes wide with both shock and amazement. "Grand Master Shifu?" He whispered under his breath.

**Author's Note:** You readers must realize that at this point in the story the only person who knows that Po is alive is the Soothsayer. So naturally, everyone thinks he is dead at this point.


	3. Chapter 3: Persuasion

**Author's Note: **Yey! Another Chappie! I want to thank everyone who had read and reviewed my story so far, it makes me feel all warm and fuzzy inside :)

I do not own KUNG FU PANDA or any of its characters in any way. Xiao, Ying, and family belong to me. Enjoy!

**Chapter 3: Persuasion**

Shifu made his way down the dark alleys of Gongmen City. The moon was high overhead and its light illuminated the sky, casting dark shadows across the pavement of the road. Shifu's own shadow was like a dark pool of black ink that followed him wherever he went. He had been able to get to the heart of the city using his Kung Fu stealth, and he was grateful that he hadn't seen any more would-be victims of the wolves patrolling the streets. However as the night dragged on, he noticed that there were less and less of them. _They must all be headed for the river_, Shifu thought.

But the river was not his destination; it was Gongmen jail, where he hoped to find his remaining students along with Master Storming Ox and Master Croc. Only two hours previous had Xiao, the bunny he had met upon rescuing his family, delivered to Shifu the terrible news to him that not only were the Furious Five in Lord Shen's custody, but that Po had been killed by the murderous peacock.

Anger boiled within the Grand Master like a pot of water over a roaring flame. He refused to allow Shen to take away another of his students, he refused to let Shen win, and the peacock would get his when this was over. Shifu would make sure of it.

On his way to the jail, he had gotten turned around a few times because of how much the city had changed since he had last been there. He had to knock on quite a few doors to ask for directions, but hardly anyone answered. They were just too frightened to open the door to a complete stranger. Not that he could blame them after Shen had let his wolves loose on the city. Finally, after his fifth attempt to get directions, a pig had been brave enough to peek from behind the door and point roughly in the direction of the jail. "About a mile that way on Black Dragon Alley!" He had said hurriedly before slamming the door in Shifu's face.

Shifu took a quick step back in surprise, rubbing his stinging nose in the process. _Just what I needed_, he thought bitterly. After the pain in his nose had subsided slightly, he turned his head in the direction the pig had pointed. No wonder he had gotten turned around, the jail was in the exact opposite direction he had been looking. _This place really has changed_, and presently, he found that he didn't like the thought of change.

He traveled in silence towards Black Dragon Alley, all the while wondering why the jail had been moved fairly close to the Kung Fu Academy that resided on the same road. It had been the same academy that he had brought Tai Lung to train with the young Ox all those years ago. _Maybe they moved the jail for security reasons_, Shifu thought. What better way to make sure the criminals stayed in line, if the greatest Kung Fu Warriors of the city were right down the road? Finally after what seemed like a lifetime getting there, he had made it. He looked up and allowed his eyes to adjust to the darkness of the night so he could read the sign that was hanging from a post above his head.

Gongmen Jail.

But this wasn't Gongmen Jail; it was Gongmen Kung Fu Academy. Or at least, it used to be. Iron bars had been set into the windows and there were heavy-set chains on the main entrance. Shifu could only guess that this was Shen's doing, and he now realized finally what Ying had meant by Kung Fu being outlawed in the city. The peacock had turned a haven of the art of Kung Fu into a prison for those who would seek refuge within its walls. The very thought of it sickened the Grand Master.

Shifu took a second glance to see not wolves, but three gorillas standing guard at the door. His lips pressed together in a frown, _I don't have time for this!_ Forget about being the wise, calm, Kung Fu Master of the Valley of Peace, Shifu was angry! And these apes were either going to let him pass, or he would show himself in! He reached up and undid the ties to his traveling cloak around his neck as he made his way towards the massive guards. One of them caught sight of the small figure quickly making his way towards them, and he alerted his fellow guards.

They each brandished their weapons at Shifu, "Who goes there?" The one with the large sword ordered, blocking Shifu's path.

The Grand Master clenched his fist around his staff while the other tossed his jade-green traveling cloak to the ground behind him, it would only slow him down. He looked the gorilla in the eye with a fury that made the ape flinch once he made eye contact with the small red panda. "You have exactly_ two seconds_ to allow me passage, or I will drop-kick your hides well into next year!" Shifu threatened.

The gorilla gave him a puzzled look, while the two guards behind him gave the stranger looks of amusement. None of them however, had the chance to even chuckle at his statement before he sprang! He jumped over the head of the nearest ape, grabbing his stubby ears in the process and flipping him into the air over his head. Combining his forward momentum with the gorilla's huge size, Shifu tossed him at another ape causing both to crash into the stone wall. He had to jump out of the way of a mace that was aimed for his head by the third guard. The Grand Master then ran up the gorilla's arm ready to aim a powerful kick to his skull.

"Ouch!" Master Croc exclaimed as he and Master Ox were listening to the fight beyond the jail doors, "That sounded like it hurt!"

Master Ox nodded but kept his red eyes fixed on the closed door of the jail from which beyond, the sounds of a battle were meeting their ears. There was a loud battle cry followed by shouts of horror and pain.

"AAAAAHHHH!"

The two masters gasped as a massive gorilla was hurled through the door, reducing it to splinters. He fell from the upper platform of the circular chamber and slammed into the ground. The ape groaned in pain from the impact and spat two teeth from his mouth before passing out. The two Kung Fu masters waited with baited breath at the open door; moonlight was shining through the gaping hole. There was total silence, and everything was completely still, except for the gorilla who unconsciously twitched in pain.

"Whose there?" Ox finally shouted at the shattered doorway as the silence dragged on.

"That would be me."

The two masters recoiled in surprise at a very small someone who had appeared in front of their cell door seemingly out of nowhere. He wore a simple reddish burgundy robe with a green sash around his waist. His face was obscured by the rice hat that sat atop his head and his arms were folded behind his back with an oddly shaped staff in his grip.

"Who are you?" Master Croc asked, looking suspiciously at the stranger. Without a spoken word, Shifu removed his hat and the two imprisoned Masters gasped and quickly bowed in respect to their surprise visitor.

"Grand Master Shifu!" Ox exclaimed, while the red panda bowed to the students of his former friend.

"It has been a long time my fellow comrades, since last we met. You've both grown favorably well since then." Shifu had been to Gongmen City over thirty years previous with his adopted son Tai Lung. They had traveled to the city for the fireworks festival as well as train with Master Thundering Rhino and the young Ox. The two boys had instantly headed off with each other, training under their Masters' watchful eyes during the weeks that Shifu and Tai Lung stayed in the city.

Shifu inwardly chuckled to himself at the image of the young boys laughing and playing together as only boys could. Those had been happier, simpler times that Shifu missed dearly. After Tai Lung's imprisonment, Shifu had visited the city again to find that Master Rhino had taken in the young Croc, who had been a former bandit, as his new student who trained alongside Ox.

"Yes," Master Ox stated, "we are glad to see you have stepped up yourself. No one else is more fit for Oogway's title than you Grand Master."

"Agreed!" Said Master Croc. "Our Master was most pleased once he heard that you had inherited Oogway's position at the Jade Palace." His eyes suddenly seemed to lose the brief luster they had had upon seeing Shifu, and his shoulders sagged slightly. Shifu's own ears drooped a few inches; he had to sympathize with these two. They had lost their master and probably felt the same way he himself had felt upon loosing Master Oogway. However, unlike Oogway who had passed peacefully into the next life, Master Thundering Rhino had been taken by the most violent and gruesome means.

Shifu took a quick glance around to the other cells, but already knew that his students were not there. He turned his gaze back towards the imprisoned masters to see that they both had looks of sorrow on their faces. "It pained my heart to hear about your Master's passing, however now is not the time to dwell on such things, we have work to do."

The elderly red panda lifted his hand towards the door. There was a small but clear _ting_ as he simply flicked the door with one of his tiny fingers. There was silence for only a moment before the door creaked and teetered over, hitting the ground with a loud clang. The ox and crocodile stared wide eyed, their mouths agape with amazement at the small master. "Come," Shifu turned and started for the door, "we need to find the Five and get to the river before-" he stopped himself and turned back towards the cell he had just opened; its occupants still inside. "May I ask why you two are still in there? We are short on time." Shifu stated as he gazed at the two young masters before him. He had wondered before why they hadn't broken themselves out earlier, but felt that now was not the time to ask.

"What's the point?" Master Ox asked.

"Excuse me?" Shifu raised an eyebrow.

"If we go to stop Lord Shen, we will only meet our own doom!" Ox faced the tiny master. "The weapon has outmatched every Kung Fu Warrior that has stood against it! Nothing can stop it!"

Shifu's ears lowered slightly, "I highly doubt that."

"You haven't seen it in action have you?" Ox's voice rose and he pointed a hoof at the red panda before him. Master Croc looked worriedly between the two as Master Ox continued his rant. "How could you know how it felt to see your master ready to face the enemy head on, only for him to be dead before you could even blink? You couldn't have felt how helpless you were when you were unable to stop it from happening, and that you could do nothing to save him!" Ox huffed through his nose in anger, but Shifu stayed still and silent.

"We tried to tell your students not to go against Shen or they would only make things worse! And did they listen to us? No! They decided to be heroes! And where are they now? The Dragon Warrior got himself killed, and the Five are set to be executed by the weapon!"

Shifu's eyes widened with shock then they narrowed in anger, "You're telling me that when my students came to free you from jail to stop Shen, you refused to help them?" Shifu didn't shout, or yell, or roar in anger, but his voice cut through Ox's like a knife. "You're telling me that when they themselves were willing to put their lives on the line, you both stayed here to cower in your cell?" Neither Master Ox nor Croc answered Shifu, but he continued to glare at them both with ice in his eyes.

"I can't believe what I've just now witnessed here, Master Thundering Rhino's two prized students, hiding in a hole from the enemy? When hundreds, probably thousands of lives are at risk?" Shifu pointed out the splintered door towards the night enveloped city, "Abandoning the people and disregarding your responsibilities to protect this city is a direct insult to your master's memory and everything he stood for! And by allowing yourselves to give up, you have dishonored him!"

Master Ox scowled at Shifu, "You don't know that!"

"I knew your master long since before the time you were born!" Shifu stated, his voice rising. "And I know for a fact that if he were standing here right now, he would be ashamed of you both!"

That final statement seemed to strike a nerve with the ox and he averted his gaze from the red panda. Master Croc fidgeted with his claws while the tip of his mace-like tail twitched with agitation. Shifu continued to glare at them and he could feel the twitch in his right eye starting up. No longer was Shifu's anger a pot of boiling water, no, it was now a pit of lava that was threatening to burst at any moment.

He closed his eyes in frustration and disbelief as thought after terrifying thought surged through his mind. What would have happened if Ox and Croc hadn't stayed in this cell when his students had come in the first place? Would they have been able to defeat Shen? Would the Five have been spared becoming imprisoned by Shen's forces? Would Po still be alive? The last question seemed to spike Shifu's anger, and it took all the will power he could muster to keep himself from attacking Masters' Ox and Croc.

He had every intention of striking the two down where they stood right there and then; what they had done, or hadn't done, could have turned the tide of their current situation. _But how could I know that for sure? _Shifu asked himself. How could he have known, how could any of them have known what the outcome would be if Ox and Croc had aided his students in the first place? Things could have changed, yes, but could they have stopped Shen from killing Po?

Shifu gave a small sigh, no, he couldn't blame these two for what had happened at the factory. Nor could he dwell on what could have happened if they had helped. Finally, he opened his steel blue eyes towards them. He was still angry with them, but he could not hold them responsible for Po's death. That alone had been Shen's doing. Suddenly a candle lit in Shifu's mind as an idea occurred to him. He maintained his stern glare at the two masters but lowered his voice so he was no longer shouting.

"Listen, all three of us have lost someone we hold dear to Shen and his weapon; you both have lost your master, while I have lost my student, who was like a son to me." Shifu wasn't the type to admit it aloud to anyone, especially to these two, but if this was going to work, he had to be honest with them. "And I for one would like to see to it that Shen is put in his place." He paused before continuing. "Don't you two want to avenge your master?"

At this statement, both Ox and Croc looked back to the Grand Master; there was a spark, however small, that had ignited in their eyes. Now all Shifu had to do was fan the flames. "Come with me, and help me free the Five, and together we can fight against Shen and bring him to justice." He looked between the two; Master Croc was now standing at his full height, a new hope, rekindled in his green eyes. However Shifu could still see a shadow of doubt over Master Ox's face. It was as if he wanted to fight with every fiber of his being, but something seemed to be holding him back. He looked Shifu in the eye, as if he were looking for something in the aging red panda's gaze.

"Do you think we have a chance?" It was a simple question that Shifu himself was not sure of how to answer. He let the question sink in for a moment before composing his words in the way he thought that they would understand.

"To be completely honest, I'm not sure. I admit that we will be fighting nearly impossible odds, and I can't guarantee that any of us will leave unscathed, or worse." He paused and made sure that both Ox and Croc were looking him in the eye. "But I am sure of this," Shifu stood at his full height, despite his small stature, his staff placed authoritatively by his side, "I am Grand Master Shifu! I will not allow China to fall! I will not yield to Shen, his forces, or his weapons! And I _will not_ lose another student to that murderous tyrant, even if it costs me my life!"

There was dead silence following Shifu's short, but powerful statement, and it seemed that no one dared to breathe. Finally Shifu broke the silence, "Now are you with me or not?"

Master Ox stepped up to the small figure before him and Master Croc followed suit. Ox thrust his hoof forward, with fire in his eyes. "For Master Thundering Rhino!"

Master Croc placed his clawed hand over Ox's hoof. "For Gongmen City!"

Shifu smiled and placed his tiny hand atop Croc's. "For China."

**Author's Note:** Well I hope you liked it. Originally this scene between Shifu, Ox, and Croc was going to have a bit more comedy in it. But as I was writing it I realized that the humor wouldn't fit with the mood of the story. Anyway, next time the battle will commence and I've made sure that Shifu will be using his AWESOMENESS to kick some major bad guy butt! Please R&R and I'll see ya next time!


	4. Chapter 4: The Battle

**Author's Note: **Wow, let me tell you guys that it was very difficult to write these next couple of chapters! I found the movie online and had to watch the ending scenes of the movie 5-6 times to get the dialoge and actions in sync with what goes on in the film. But I finally got it! (Wipes hand across forhead) PHEW!

I do not own KUNG FU PANDA or any of its characters in any way, Xiao belongs to me so no stealing! Now read and Enjoy, Shifu kicks some major butt in this chapter!

**Chapter 4: The Battle**

The eerie silence of the night dragged on into the early hours of the morning. And despite the stillness, there was an uneasy buzz of uncertainty that plagued the very air with an overshadowing sense of dread. It was this same air that Shifu expelled from his lungs as he jumped from rooftop to rooftop towards the river. His breathing was beginning to show signs of labor as a result of his tireless pursuit to be reunited with his students.

He had traveled to Gongmen City from the Valley of Peace in a day's travel with no rest. He had fought a couple of wolves, a few gorillas, and now was almost flying across the rooftops of the city with a speed that most men his age would not be capable of. His ears twitched towards the sounds of the massive ox and crocodile that were following close behind him, and he put on another burst of speed as he and the two masters accompanying him, launched themselves over a large gap between two buildings.

Shifu's leg throbbed in pain as his old wound protested against the amount of energy he had expelled in the past twenty four hours. He ignored his leg by running faster. Now was not the time to show weakness. If there was time to rest, he would. But the fact of the matter was that the Five were set to be executed by Shen with his deadly weapon. Shifu had to get there before it happened. He could not bear the thought of losing even one of them.

Along the way Masters' Ox and Croc had explained to Shifu how Shen's weapon worked.

"Imagine a large metal barrel with a hollowed middle," Ox had told him, "there is a short fuse on top that lights the powder inside and shoots a metal ball out the opening with alarming speed! The sound is deafening like thunder and is more explosive than fireworks!"

"And I suppose that standing in front while it goes off isn't the best idea." Shifu had said. Ox and Croc had nodded at this. "How many do you think he has?"

"Enough to bring China to its knees."

_Not on my watch!_ Shifu thought to himself as he neared the river. He could see from afar, the tips of the red sails belonging to Shen's war ships. However that was all he could see, there were still many buildings blocking his view. From what he could tell, the fleet was a quarter of a mile away from the harbor. He knew that Shen could not be allowed to get there; otherwise nothing would be able to stop him from taking over China.

Shifu was in mid-leap between the last two buildings when-

BOOM!

Shifu stopped breathing, his focus was gone, and as he landed on the next roof, his leg gave out underneath him. He would have landed on his face if he hadn't used his forward momentum to roll out of his stumble. He successfully landed on his feet, but he had stopped in his tracks, unable to move, ears twitching towards the sounds of horrified screaming just beyond his view. His heart was pounding in his chest and dread began to wash over him like a tidal wave. _I'm too late._

He almost didn't want to take the last few steps to gaze down at the chaos meeting his ears from below. He was almost frightened of what he would see…or wouldn't see. The Grand Master closed his eyes and horrifying images of his students' corpses, twisted and contorted, entered his mind's eye. _No, no, no, NO!_ Shifu nearly screamed aloud. His eyes snapped open and he rushed to the edge of the building.

Peering over, Shifu could see scores of Gongmen's citizens fleeing from the river. Shen's fleet was passing the shattered remains of a bridge. There were two to three of Shen's weapons on board each ship, along with hundreds and hundreds of wolves. His ears suddenly perked towards a voice he knew all too well.

"You coward!"

Shifu looked farther up the river and he saw them, all five of his students! They were in chains, dangling between two posts on one of the boats, but they were alive! Tigress was glaring at a certain albino peacock behind her; he only smirked at her statement. Shifu could feel Master Ox and Master Croc gazing at the scene from behind him.

"This is going to be harder than I thought." Croc exclaimed. "I mean, how are we going to free them?"

Already Shifu's brain was working overtime on how to free his students and stop Shen from reaching open water. _If only we could block his path._ Shifu looked towards the mouth of the river to see a large archway bordering the waters of the river and the harbor. Finally, he had it! _Perfect!_ Shifu thought, perhaps this could work!

However as Shifu looked on either shore of the river, there were countless of innocent citizens that had come to watch the spectacle. They were endangering themselves by being there; they would need to be evacuated.

"Alright," Shifu turned towards Ox and Croc, "I have a plan, but we'll need a diversion. Master Croc, do you think you can-" But the crocodile wasn't paying attention. He wasn't even looking at Shifu. "Master Croc, are you listening?"

"Look Master!" Croc pointed with one of his claws to the opposite side of the river. Shifu followed his gaze and nearly gasped. There, standing on top of a tall building just opposite them, with a rice hat on his head, was a panda. And not just any panda.

"Po?" Shifu couldn't believe what he was seeing. Was it an apparition? A ghost? A phantom? His mind playing tricks on him? He rubbed his tiny fists over his eyes, only to look back to see that Po was still there. Alive!

Never before had that word been so relieving for Shifu, and never before had he been so happy to see Po. He watched as Po gazed down on Shen's fleet towards the peacock who looked just as stunned as everyone else. Even the Five looked surprised. Shifu's ears twitched back towards Po as the panda shouted down towards the fleet.

"Shen! A panda stands between you and your destiny!"

"Ugh!" Shifu gave a loud exhausted sigh, rubbing the ridges above his eyes. _Always has to make an entrance._

"What?" Shen shouted back.

"What did Shen say?" Master Ox asked.

"Nothing important." Shifu was probably the only one present that could hear what was being said between Po and Shen. He had the gifted hearing of his species to thank for that. However Po was completely oblivious to the fact that Shen and probably everyone else in his fleet couldn't hear a word he was saying.

"Prepare yourself for a hot serving of justice! That will bring your tyranny to an end! And now free the Five!" Po then took the rice hat he had been wearing and raised it into the air above his head. "Disk of Destruction!"

Shifu, Ox, and Croc watched as Po was ready to throw his hat, obviously aiming for something.

"What is he thinking?" Ox spoke up. Po tossed his hat but it didn't go far and it fell, bouncing off a few rafters before finally hitting the ground. Shifu's palm met his forehead in embarrassment. _Idiot!_

"Take aim!"

Shifu's head snapped towards Shen's boat to see that a weapon was being aimed at Po; but he wasn't moving.

"PO MOVE!" Shifu shouted, and immediately following his warning, Po jumped from the top of the building and tumbled onto a lower platform. He started running along the rooftops towards the fleet. Shifu stood with Ox and Croc gaping at Po who leapt from building to building. They watched as Po zigged and zagged so that the wolves couldn't get a good shot at him.

"This way and that way! That way and this way! Oop! You can't follow me!" Finally Po had landed on one of the boats, running between two of the weapons. Shen gave the order for is soldiers to attack. Po then engaged with multiple wolves that charged at him, intent on bringing the panda down. But he was beating them back, all the while making his way towards his imprisoned comrades.

Shifu was so stunned by Po's display that he had to slap himself in the face to return back to reality.

"Well, there's our diversion." Ox said with a slight chuckle.

The red panda turned towards the two Masters, "He'll need help, I want you both to go down there and aid Po and the Five in any way you can!"

"What about you?" Croc asked.

"I need to evacuate those people and get them away from the fight." Shifu pointed towards the mouth of the river where there were still many citizens watching from the shore. "I'll join you shortly, now go!"

The two masters bowed towards him before heading off. Croc jumped from the very top of the building, diving into the river below, while Ox leapt to lower ground making his way onto the boats. Shifu took a quick glance back at Shen's fleet just in time to see the Five break away from their bonds with a carefully placed blow from an axe that Monkey gripped with the end of his tail. _Yes!_ Shifu smiled before heading to the mouth of the river.

A few leaps and jumps later, Shifu had made it to the small crowd that had gathered itself on the shores of the river. He was about to announce to the citizens to leave for their own safety when someone called his name.

"Grand Master Shifu!"

The elderly red panda turned towards who was addressing him and his eyes widened. "Xiao? What are you doing here?" Shifu asked with surprise at the bunny he had met only hours before upon rescuing his family from a couple of wolves. Xiao bowed respectfully to him before speaking.

"I was worried for my brother who lives just down the road, he told me of what Shen's forces were up to and I had to make sure my brother and his family were safe."

"It isn't safe here Xiao, all these people are endangering their lives by being here, you must understand that!"

"Yes, yes, of course!" Xiao agreed. Shifu's ear twitched towards the sounds of the battle behind him growing closer as the boats neared the harbor. He looked Xiao in the eye.

"Xiao do you think you can evacuate these people, my students need my help."

Xiao's eyes widened, and he gave Shifu a big smile, "Yes, anything for you Master! You did save my family after all."

"Hurry Xiao, and thank you." Shifu watched for only a moment as Xiao turned on his heels and started shepherding the crowd away from the shore.

The Grand Master ran along the river's edge, confident that Xiao would evacuate the people in time. He then leapt from the cobbled road, landing on the lead boat. Some of the wolves caught sight of him, snarled, and charged at the small master with ready weapons. Shifu may have been outnumbered, but these idiots were completely outmatched!

He smirked and ran forward, meeting the wolves head on. He used his small size to his advantage by dodging between legs, leaping over heads, and delivering a few kicks and punches along the way. He plowed through the horde of wolves with a fury that was unmatched. He was an explosion of energy; hitting, kicking, and punching back dozens of wolves at a time as he advanced towards the heart of Shen's fleet.

Shifu then jumped and used the heads of his enemies as a springboard, launching himself high into the air. He used his staff to knock away some wolves that were leaping at him with their sharp teeth, trying to snap at him. Throwing his staff down, and embedding it into the deck of the ship below him, Shifu landed on its tip with expert precision. He looked up to see that Masters' Ox and Croc had joined the fight with his students, and a certain panda that was grinning ear to ear towards him.

"Master Shifu!" Po exclaimed with excitement.

Shifu smiled back then shot forward. His staff made contact with the skulls of the wolves surrounding his students, and they were all knocked overboard. As much as he wanted to speak with Po and the Five, now wasn't the time for a reunion. He landed in front of his students.

"Quickly! Use their boats to block the way!" They needed a barrier so Shen couldn't get through to the harbor. And what better way to block Shen's path than with his own fleet?

Tigress immediately registered to her master's plan and leapt to the lead boat. She delivered a powerful kick at the back of one of Shen's weapons, forcing it towards the bow of the ship. Instantly, the boat began to tip, its balance completely gone. The bow sank into the frigid waters while the back of the ship rose higher and higher into the air. Tigress balanced perfectly on top and simply walked off its edge onto the archway bordering the harbor once the ship came in contact with it.

Po was balanced between two boats, almost doing the splits. He held onto two ropes, each belonging to the main masts of the ships. His eyes bulged as he used his panda given strength to pull at the ropes, bringing the two sails together.

"Crane!" Po shouted as the avian soared high into the air above the river.

"Wings of Justice!" Crane then gave a mighty beat of his wings, "KA-KAW!" The blast of air from Crane's wings hit the sails with so much force that the two boats shot forward towards the growing barrier. Po shouted with glee, enjoying the ride. The wolves could do nothing as six of their ships began to pile atop each other; wood was being splintered as the boats crashed and capsized. Many of Shen's forces had to abandon ship, while the rest of the fleet was completely cut off from the harbor.

Satisfied with their success at blocking Shen's path, Shifu gave a signal for them to attack head on. He along with Po, Tigress, Crane, Viper, Monkey, Mantis, Ox, and Croc charged from the barricade. One of the damaged weapons exploded behind them as they all leapt high into the air. Dazzling sparks of light and fire rushed at them from behind as the nine warriors set their sights on the army of wolves before them. Shifu brandished his staff like a sword, he thought he heard Po shout something, but the sound of the explosion from behind was drowning out his voice.

They all charged at the horde of wolves, knocking them down with well-placed kicks, punches, and jabs. Tigress used her gifted flexibility and strength to weave between her opponents and delivering powerful punches at the canines. Crane flew above delivering a volley of air born kicks at their skulls. Viper slipped beneath her enemies, tripping them in her coils, while Mantis delivered the final blows, and Monkey was using the ropes from the masts to tangle up three to four wolves at a time. Ox used his horns to throw them back, Croc swiped them with his tail, and Shifu was all over the place; balancing on the end of his staff so he could be eye to eye with his enemy before knocking them out.

It was a flurry of claws, teeth, punches, and kicks as the Kung Fu warriors advanced their way towards Lord Shen's main ship. Po was leading the way; hitting any wolf aside with little effort, his green eyes fixed on the red eyes of the peacock. As the battle continued, Shifu's ears could hear the raised voice of Shen ordering his right-hand wolf to fire. But nothing happened, he heard Shen give the order again, and when there was still a lack of a boom, Shifu looked up in time to see Shen throw a knife at the wolf's throat, killing him instantly.

The peacock then jumped atop his primary weapon, perched with a hungry look in his eye. Shifu's own eyes widened with shock as the weapon aimed at Po. Shen lit the fuse with his metallic talons.

"Po!" Tigress pushed Po out of the weapons path, only for it to go off a second later.

The very sound of the weapon going off was painful on Shifu's ears, and he was blinded by the sudden brightness and heat that bombarded his tiny body. He could feel himself being blasted backwards through empty space. Fire, and debris surrounded him and pain jabbed at his skull as something hard struck him on the head.

Then everything went dark.

**Author's Note:** Ooooooohhh, a cliffhanger! I am evil, muahahahaha!

I know its a little late in my story to request this, but I love thorough reviews. Don't get me wrong I love the reviews this fic has already gotten, and I won't object to the simple one liners either, but for those of you that have the time to write longer reviews, I would really appreciate it!

For those of you who have seen the movie you know what happens, for those of you who haven't seen the movie...well I warned ya. Your just going to have to wait for the final chapter!


	5. Chapter 5: Inner Peace

**Author's Note: **Well here it is, the final chapter! I want to give a personal thanks to all my reviewers and to those who have favorited my story, I am honored :) And thanks for sticking with this fic from the beginning to the end, its been really fun writing this!

I do not own KUNG FU PANDA or any of its characters in any way. Xiao and Li belong to me.

**Chapter 5: Inner Peace**

Shifu must have blacked out, because the next thing he became aware of was how cold and wet he felt. His whole body ached, his head throbbed with pain where he had been struck, and all his past exhaustion had finally caught up with him. _And I thought Tai Lung's punches had hurt._ He felt terrible, not to mention he was soaked to the bone, and the fire blast had singed the edges of his robe and some of his fur. If his leg didn't hurt before, it sure did now. It screamed in pain, adding to the many other aches and injuries he had just sustained.

Shifu felt with his thin fingers the rough surface on which he was lying face down on. He opened his heavy blue eyes to see that he was lying across a splintered piece of wood, floating in who knew how deep of water. _Well, that explains why I'm all wet._ He then realized how lucky he was to have managed to land on this tiny piece of wood, otherwise he could have drowned.

It took Shifu a moment to recall his last memory before going unconscious. He remembered the loud ringing in his ears, the explosion of light, fire, and splintering wood. He had been with his students when Shen had fired his weapon at them-

Shifu's stomach gave a horrible twist in his gut. _My students! _Shifu lifted his aching head, despite his body's protests against it, and scanned his eyes across the harbor; frantically trying to locate them.

He instantly caught sight of Po, who was floating a little ways away from him. The panda had also managed to grab a hold of a piece of wood to keep himself afloat. They both made eye contact, blue with green, silently assuring each other that they were alright. _Mostly_, Shifu thought to himself. He tore his eyes from Po to find the rest of his students, along with Masters' Ox and Croc, strewn across the waters of the harbor with the shattered remains of the barrier that Shen had destroyed.

Shifu's gaze fell upon Tigress floating on a stray piece of wood; she looked as terrible as Shifu felt. A sudden surge of panic shot through him as he remembered that Tigress had taken the full blunt of the blast! The Grand Master urged Po with a weakened finger to check if she was alright. He waited with baited breath as he watched Po slowly making his way towards her still form. _Please be alright…Please let my daughter be alright…_

Shifu gave a sigh of relief as he saw Tigress lift her head and take a hold of Po's paw. The elderly red panda then allowed his head to rest on the splintered piece of debris he was now clinging to; completely drained of his energy. He was suddenly buffeted by small waves in the water. Shifu looked up to see that two of Shen's boats were passing on either side of him. The wolves on board were laughing and pointing at him.

"How do you like that?" One shouted at him.

"He's nothing but a little white rat!" Another laughed.

Shifu laid his head back down, closing his eyes. He ignored their taunts, and pressed his forehead against the cold rough surface he was lying on.

"Guess he can't handle the taste of defeat!"

_I didn't taste it._ Shifu thought. _It was shoved down my throat!_

And now he was choking on it. Shifu scolded himself for allowing this to happen. He dug his tiny fingers into the wooden plank in frustration. _Master Oogway wouldn't have let this happen, he wouldn't have let it get this far!_ It was his duty as Grand Master to protect those who could not protect themselves. It was his responsibility to ensure the safety of the people of China. And he was honor bound to defeat those who would abuse their power by taking advantage of those weaker than they.

_I have failed_, Shifu's inner voice echoed in his mind. He had failed as Grand Master; he had failed as the protector of China. He had failed as a mentor, a teacher, and a father. And in that moment, Shifu felt unworthy to have been chosen by Oogway to inherit his title. _Master, forgive me…_

His ears suddenly caught the sound of clanking metal. Not only from the boats on either side of him, but on every ship in Shen's remaining fleet. Shifu opened his eyes and looked up to see that the wolves on board were aiming Shen's weapons. The blue eyes followed their line of trajectory to see what they were aiming at.

Po.

He had gotten himself out of the water and was now standing atop a large piece of an overturned boat in the middle of the harbor, the look of defeat across his face. _Po, what are you doing?_ He was completely exposed! There was nothing to shield him, nothing to stop Shen's weapons from hitting him dead on!

The last of Shen's weapons was finally aimed at Po; a wolf stood ready awaiting Shen's order to fire. Shifu locked his eyes onto Po again as silence fell upon the fleet. The panda's face was wiped clean of the look of defeat that had been there only a moment before. Now he looked completely calm; completely at peace. Slowly, Po began moving his arms and legs in circular tai chi movements. _What are you up to Po?_

The silence was suddenly shattered by Shen's cruel voice. "Fire!" Almost instantly, a roaring weapon came to life and metal was spewed from its fiery maw. Shifu watched with baited breath as the gap between Po and the deadly ball of light became dangerously smaller with every passing moment. Po stood firm and unmoving. He closed his eyes as if he were in deep meditation.

"Please Po," Shifu silently whispered, "don't make me watch you die for real this time…" The old master took a sharp intake of breath as the fiery projectile was nearly upon his student, and he gasped as Po reached forward and literally snatched the ball from the air! He twisted his body and tossed the ball behind him, and it crashed harmlessly in the water with a splash! Shifu's eyes widened and his jaw dropped in utter amazement and shock!

Did Po just do what he thought he did? Had he just mastered inner peace? Water manipulation was one thing, but re-directing deadly projectiles aimed to kill was another matter entirely! Shifu's mouth then pressed into a half amused grin as he watched Po frantically flailing his arm in the air, trying to douse the flames that covered his right paw.

"Ney-yah! Owwhothothothaaaaa!" Po shouted before stuffing his flaming hand into his mouth, extinguishing the fire.

"Again!" Shifu could hear Shen's angered voice, and another of the weapons was fired. The glowing projectile was flying towards Po with deadly precision, but just like the first, Po easily caught hold of it and tossed it aside. This time it flew high into the air and splashed near one of Shen's boats.

"Yeah!" Po raised his arms triumphantly into the air, and dodged another fireball.

"Yes!" Shifu exclaimed; sharing in Po's enthusiasm by slamming his fist against the wooden plank he was holding onto.

"Kill him!" Shen shouted with rage at his wolves, "Somebody kill him!" Multiple wolves from each boat started lighting fuses and each weapon fired their deadly projectiles towards Po, one after the other. But the panda was ready and Shifu swelled with pride as Po dodged, weaved, and tossed the balls of fire back from where they came. One by one, each of Shen's ships became victims of the very weapons they were transporting. Wolves were frantically jumping overboard as the boats began to sink.

Shifu suddenly realized that he himself was still floating between two of the ships. He looked up to see that two of the fireballs that Po had re-directed were flying towards the boats on either side of him. Taking a deep breath, Shifu quickly submerged himself beneath the water's surface so as to avoid the shower of splinters and wood that was surely about to rain down on him. He dove deep down into the black waters, and although the sounds were dulled by the thick currents around him, Shifu could hear the howling's of panicking wolves; accompanied by the sounds of explosions and splintering wood.

He swam as far as his aching body would allow before he thought it was safe to ascent to the surface above. His leg throbbed as he kicked his way upwards, but he finally broke the surface, taking in deep breaths of fresh air to replenish his lungs. Shifu found himself floating close to the pier, and he immediately began making his way towards it, all the while the sounds of the destruction of Shen's fleet were meeting his ears from behind.

"Keep firing! Keep firing!" Shen's voice echoed across the harbor. Shifu reached the pier and scrambled up one of the supporting posts, despite his exhaustion. Sopping wet, Shifu stood on the wooden planks, a puddle of water quickly growing beneath his feet. He spun around to see what was becoming of Shen's fleet. He could see that the harbor was littered with debris from what was once a powerful force of destruction. Smoke billowed from the smoldering remains of the dozens of ships as they sank into the watery depths of the harbor.

There was a break in the smoke and Shifu could see Po using all his strength to maintain his hold on the buzzing fireball in his arms. He jumped high into the air, causing a whirlpool of wind and water to swirl around him as he came bouncing back down onto the overturned boat. Shifu could barely see Po as the panda was nothing but a blur of black and glowing white!

Amazed, Shifu gaped as Po swung his body around a few times before he finally released the flaming ball, aiming it directly at Shen's remaining ship. There was an explosion of fire and smoke as the fireball was thrown back into the open maw of the metal beast. Shifu jumped, punching his tiny fist in the air with excitement. "Yes!"

He couldn't believe what had just happened, but in truth the old master couldn't have asked for a better outcome. Po had done it! He had saved China! Shifu was so enveloped in the scene before him, that he did not notice the sounds of approaching footsteps from behind. It was only after someone called his name did he finally realize that he wasn't alone on the pier.

"Master Shifu!"

The red panda turned, recognizing the voice. He looked to see two bunnies, one running ahead of the other towards him. Shifu smiled and waved a hand towards Xiao as he came to a halt in front of the Kung Fu Master. He looked just as wet as Shifu, his fur and robe were dripping water. Shifu was about to ask how the bunny got so wet but stopped himself once he saw what Xiao and the bunny accompanying him held between them.

"I found it floating by the shore!" Xiao said taking deep breaths, "I would have fished it out, but alas, I didn't have my pole with me." With some difficulty, Xiao lifted the long, thin staff towards the Grand Master. Shifu realized that he must have dropped the peach wood staff during the blast. He smiled and grasped the ancient artifact that Oogway had left behind.

"I thank you Xiao, this means a lot to me."

The two bunnies bowed at the Grand Master. Xiao then gestured to his companion. "This is my brother Li. He was in the crowd when you asked me to help with evacuations, he helped too!"

"So no one was hurt? Everyone is safe?" Shifu asked.

Xiao nodded, "Everyone! However, we just watched what the Dragon Warrior did to Shen's fleet! It was amazing!"

"Did you teach him that?" Li asked.

Shifu was almost at a loss for words, not expecting the question. "Yes…" He finally answered, "…sort of…" He gazed back towards Po who was swimming through the wreckage and making his way towards Shen's wrecked ship while the rest of his students along with Masters' Ox and Croc were making their way towards the end of the pier. Shifu turned towards Xiao and Li and bowed. "It has been an honor. I thank you both for your help."

"It is we who are honored Master." Xiao answered.

Shifu smiled, however the sounds of a distant fight caught his attention and he turned his head towards the harbor. His eyes widened with shock to see that Lord Shen was attacking Po on the remains of his ship! Shifu quickly turned to Xiao and Li, "Please excuse me." He then started sprinting for the end of the pier to get a closer look at what was going on. Shifu skidded to a halt and gazed intently towards Po and Shen as they battled each other.

Shen was relentless; attacking at Po in any way that he could with the razor sharp knives he was throwing from his sleeves. Po blocked the volley of knives by kicking up a loose board from the deck of the ship and holding it up like a shield. Shifu held his breath, clenching his jaw and tightening his hold on his staff with worry as Shen charged at Po with his sword. Po dodged as the peacock tried to take a swipe at the panda, but all he was hitting were some of the supporting ropes of the destroyed mast.

Shifu's ears swiveled towards the sounds of a groaning weight that was about to give way. He suddenly realized that the ropes had been tangled around the remains of the massive weapon on Shen's boat. Those ropes were the only things holding it above the two combatants! Shen continued his assault on Po, completely oblivious to the fact that the weapon was ready to collapse on the pair of them. Po rolled out of the way of one of Shen's attacks when he too heard the groaning of the dying metal beast suspended above them.

Shifu watched with wide eyes as the last of the ropes snapped from the immense weight of the weapon, and it toppled forward on top of the peacock, crushing him. Po ran to the edge of the wrecked boat and launched himself off the ship as the weapon exploded behind him. Po yelled with shock and landed with a splash in the water. Shifu was suddenly aware that Tigress was standing next to him and they both watched with baited breath and gave sighs of relief once Po emerged from the water, unharmed.

Shifu smiled and turned around to aid his other students onto the pier and out of the water. He could hear Tigress helping Po as well, "That was pretty hard core." She said.

Shifu then shook himself off as he was still slightly wet, trying to rid his fur and robe of as much water as he could. He stole a glance at his students to see that they were all staring at something. He was surprised to see looks of utter shock on all of their faces; including Ox and Croc. He followed their gaze to see similar looks on the faces of Po and Tigress. He gave them all a puzzling look_. Did I miss something?_ He thought.

He smiled as the other members of the Furious Five rushed at Po, tackling him to the ground.

"Po!" Monkey jumped onto the panda's belly, while Viper wrapped herself around him in a snake hug, "You did it!" She exclaimed.

"C'mere!" Mantis hopped on top of Po's head.

"Don't _ever_ do that again please." Added Crane as the avian hovered above the group.

Shifu made his way towards the jumbled mess that was his students and inwardly chuckled to himself. _Kids_. He made eye contact with Po who beamed at him. "It seems you have found inner peace…at such a young age." _Darn, he beat me to it._ It had taken Shifu decades to finally achieve inner peace, and here was Po who had mastered it in less than a week!

"Well I had a pretty good teacher." Po said and he reached his arms forward attempting to pull his master into a bear hug.

_Oh no you don't!_ Shifu quickly ducked out from beneath Po's outstretched arms, leaping to a post a little ways off the pier. _That was close!_ He didn't exactly want to be pulled into a rib cracking hug from the Dragon Warrior at the moment; he was still recovering from the earlier explosion. Po turned towards him, bewildered at how fast his master was. Shifu only smiled and looked out to the sky as bursts of light, color, and sound exploded in the gleaming dawn of the morning. Oranges, purples, greens, blues, and reds lit the sky in a dazzling display, and cheers could be heard from the shores as the citizens of Gongmen praised the victory of the Kung Fu Warriors.

Shifu turned his gaze back towards his students; the sun was rising above their heads, crowning them all with golden light. The sight to him was more breathtaking than any fireworks that Gongmen City had to offer. Truly a new day was dawning, and he knew that the young warriors that stood before him would lead China into a great era of peace and prosperity. Shifu smiled, content that even when his time came, China would be left in good hands.

**Author's Note:** Well there you have it! I hope you all enjoyed this story! I admit that I am a HUGE Shifu fan and I was rather disappointed to find that he wasn't in the second film as much as I had hoped he would be, so thus this fic was born. I wrote this story as a sort of alternate scene for the movie in place of Po's journey to inner peace and I hope that I did Shifu justice!

Once again I thank everyone who has read and reviewed this fic, I hope to write more in the future but I am not sure what I will write or when I will do it. Only time will tell!

~FyreDragon5~


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